-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SHhwHwK7PSyIuy5PnMjKcKpC56YwN+oCv3AUQ3V92EX/gdgtPEaETI/Cs9eut4LD ImCqWntp7SXIqZhDPy+bsw== 0001104659-10-039109.txt : 20100722 0001104659-10-039109.hdr.sgml : 20100722 20100722151125 ACCESSION NUMBER: 0001104659-10-039109 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100716 ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20100722 DATE AS OF CHANGE: 20100722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZALE CORP CENTRAL INDEX KEY: 0000109156 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 750675400 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04129 FILM NUMBER: 10964666 BUSINESS ADDRESS: STREET 1: 901 W WALNUT HILL LN STREET 2: MS 6B-3 CITY: IRVING STATE: TX ZIP: 75038 BUSINESS PHONE: 9725804000 MAIL ADDRESS: STREET 1: 901 WEST WALNUT HILL LANE STREET 2: MAIL STOP 6B-3 CITY: IRVING STATE: TX ZIP: 75038-1003 FORMER COMPANY: FORMER CONFORMED NAME: ZALE JEWELRY CO INC DATE OF NAME CHANGE: 19710510 8-K 1 a10-14507_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

Current Report

 

Dated July 16, 2010

 

of

 

ZALE CORPORATION

 

A Delaware Corporation

IRS Employer Identification No. 75-0675400

SEC File Number 001-04129

 

901 West Walnut Hill Lane

Irving, Texas  75038

(972) 580-4000

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Securities Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 1.02       Termination of Material Definitive Agreement.

 

Two of the Company’s subsidiaries are parties to a Merchant Services Agreement (the “Agreement”) with Citibank (South Dakota), N.A. (“Citibank”), under which Citibank provides private label credit cards.  If the volume of credit card sales pursuant to the Agreement does not meet agreed-upon levels (the shortfall being referred to as a “Minimum Volume Shortfall”), Citibank is entitled to terminate the Agreement on 180 days notice, although the Company may avoid that termination by compensating Citibank for the Minimum Volume Shortfall.

 

Citibank has given the Company three termination notices under the Minimum Volume Shortfall provisions of the Agreement, the first of which covered the twelve month period ended February 2010 and the two most recent of which covered the months of March, April and May 2010.  Pursuant to the first notice, the Company paid Citibank approximately $5.4 million on June 15, 2010, of which approximately $1.3 million was subsequently refunded based upon a recalculation of the amount due.  Pursuant to the second notice, the Company paid Citibank approximately $1.1 million on July 16, 2010.  On July 19, 2010, the Company received the most recent notice, pursuant to which it is required to pay approximately $335,000 prior to August 18, 2010, in order to avoid termination on January 15, 2011.

 

In the absence of an earlier termination, whether due to a termination notice in connection with a Minimum Volume Shortfall or otherwise, the Agreement is scheduled to expire in March 2011.  All terminations are subject to the parties’ obligation to continue to perform under the Agreement for up to an additional 365 days in order to facilitate the transition to a new provider of private label credit cards.

 

The Company and Citibank are continuing negotiations on a non-exclusive basis with respect to a new agreement.

 

2


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

ZALE CORPORATION

 

 

 

 

By:

/s/ Matthew W. Appel

 

 

Matthew W. Appel

 

 

Executive Vice President and Chief Financial Officer

 

Date:  July 22, 2010

 

3

 -----END PRIVACY-ENHANCED MESSAGE-----